Subordinated Debt Payment Restrictions. Notwithstanding the terms of the Subordinated Debt Documents, Company hereby agrees that it may not make, and Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full, other than Permitted Subordinated Debt Payments.
Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated Debt Documents, each Company hereby agrees that it may not make, directly or indirectly, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution (other than Reorganization Subordinated Securities) with respect to the Subordinated Debt until the Senior Debt is paid in full in cash (or other consideration acceptable to Agent in its sole discretion).
Subordinated Debt Payment Restrictions. (a) Except for Permitted Distributions as set forth below and as permitted under the Senior Loan Agreement, the Subordinated Creditor hereby agrees that it will not accept or request or demand any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full. Notwithstanding anything contained herein to the contrary, the Senior Creditor hereby agrees that (i) Company shall make the Hy-Tech Closing Date Payment in the principal amount of $573,235.00 plus accrued interest in the amount of $111,757.31, (ii) the Subordinated Creditor may thereafter receive Scheduled Subordinated Debt Payments consisting of interest in an amount not to exceed eight percent (8%) per annum on the unpaid principal balance of the Subordinated Debt so long as no Senior Default shall have occurred and be continuing and (iii) commencing with the Fiscal Quarter ending after the Xxxxxx First Payments, and each Fiscal Quarter end thereafter, within 10 days (the “Payment Period”) after receipt of the financial statements and compliance certificates required to be delivered to Senior Agent under the Senior Loan Agreement for such Fiscal Quarter then most recently ended, the Subordinated Creditor may receive quarterly payments of principal on the Subordinated Debt provided that (A) the amount of such principal payment shall not exceed 12.5% of Quarterly Excess Cash Flow until the Xxxxxx Repayment Date and 25% of Quarterly Excess Cash Flow with respect to payments after the Xxxxxx Repayment Date (each, an “Excess Cash Flow Payment”), (B) Availability under the Senior Debt Documents shall be no less than $1,000,000 (i) at any time during the period of sixty days before (determined on a pro forma basis giving effect to the principal payment as if it had occurred on the first day of such 60 day period), (ii) on the day the payment is made, after giving effect thereto and (iii) for each of the 60 days after such payment is made on a projected basis (such projections to be reasonably satisfactory to Senior Agent) and (C) no Senior Default shall have occurred and be continuing at the time of making such payment (each a “Permitted Distribution”). Notwithstanding anything herein to the contrary, each Excess Cash Flow Payment made with respect to a Fiscal Quarter shall be reduced by the amount of all Excess Cash Flow Payments made with respect to prior Fiscal Quarters in the same Fiscal Year.
Subordinated Debt Payment Restrictions. Notwithstanding the terms of the Subordinated Debt Documents, each Company hereby agrees that it may not make, and the Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full other than, subject to the terms of subsection 2.2 of this Agreement, Permitted Subordinated Debt Payments; provided, however, that the Companies and the Subordinated Creditor further agree that no Permitted Subordinated Debt Payment may be made by a Company or accepted by the Subordinated Creditor if, at the time of such payment, a Senior Default exists. The Subordinated Creditor hereby agrees that, notwithstanding any provision of the any Subordinated Debt Documents to the contrary, no default or event of default shall be deemed to exist under any Subordinated Debt Document as a result of any Distribution that is otherwise required under any Subordinated Debt Document not being made to the extent that such Distribution with respect to the Subordinated Debt is not permitted to be made pursuant to this Agreement.
Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated Debt Transaction Documents, the Borrower hereby agrees that it may not make, directly or indirectly, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full other than, subject to the terms of Section 2.2 of this Agreement, Permitted Subordinated Debt Payments, which shall continue unabated in the absence of a Senior Default or a Proceeding; provided, however, that the Borrower and each Subordinated Creditor further agree that no Permitted Subordinated Debt Payment or any other Distribution may be made by the Borrower, directly or indirectly, or accepted by such Subordinated Creditor if, at the time of such payment, any Senior Default exists; provided, further, that, in the event that a Senior Default exists but a Subordinated Creditor has not received any notice of such Senior Default and accepts a Permitted Subordinated Debt Payment or any other Distribution, then and in such event the Subordinated Creditor, upon receiving a notice of such Senior Default, shall immediately deliver such Permitted Subordinated Debt Payment or other Distribution, as the case may be, to Senior Agent as set forth in Section 2.5 of this Agreement.
Subordinated Debt Payment Restrictions. (a) In the event that a Senior Default has occurred and is continuing (and has not been waived in accordance with the terms of the Senior Credit Agreement) then, notwithstanding the terms of the Subordinated Loan Documents, the Borrower hereby agrees that it shall not make, whether directly or indirectly, and the Subordinated Creditor hereby agrees that it will not accept, take or claim from the Borrower, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full in cash and all commitments to lend under the Senior Loan Documents have terminated.
Subordinated Debt Payment Restrictions. Notwithstanding the terms of the Subordinated Debt Documents, without the prior written consent of the Senior Agent and Senior Creditors, no Subordinated Creditor will take, demand, receive or accept from any Obligor, and no Obligor will make to any Subordinated Creditor, any Distribution or any payment of principal, interest, fees or expenses (whether optional, voluntary, mandatory, or otherwise or by set-off, redemption, defeasance, or other payment or distribution) with respect to any Subordinated Debt until the Senior Debt is Paid in Full other than Permitted Subordinated Debt Payments.
Subordinated Debt Payment Restrictions. Notwithstanding the provisions of subsection 2.1 hereinabove, Permitted Subordinated Debt Payments may be made by the Issuer or accepted by Subordinated Lenders, but only if, at the time of such payment, no Default or Event of Default exists under the Senior Loan Documents and no default thereunder will be created by reason of such payment. 2.3.
Subordinated Debt Payment Restrictions. (a) Notwithstanding the provisions of subsection 2.1 hereinabove, Permitted Subordinated Debt Payments shall be permitted to be made by the Companies to the Subordinated Creditor and accepted by the Subordinated Creditor; provided, that, the Companies shall not make and the Subordinated Creditor shall not accept or receive from the Companies or otherwise, directly or indirectly, in cash or other property or by set-off or in any other manner (including, without limitation, from or by way of the exercise of the Put Right, but excluding each of the distribution of the Escrow Shares to the Subordinated Creditor in accordance with the terms of the Stock Purchase Agreement and the Escrow Agreement and the sale or other disposition thereof by the Subordinated Creditor), payment of all or any part of the Subordinated Debt that otherwise would have been permitted to be made if, at the time of such payment or immediately after giving effect thereto:
Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated Debt Documents, each of the Company and Holdings hereby agrees that it may not make, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full in cash (or another form acceptable to the Senior Lenders) and all commitments to lend under the Senior Debt Documents have terminated, other than Permitted Subordinated Debt Payments subject to the terms of subsection 2.2 of this Agreement and other than Special Permitted Subordinated Debt Payments to the extent described in subsections 2.3(d) and (e) of this Agreement; provided, however, that the Company, Holdings and each Subordinated Creditor further agree that no Permitted Subordinated Debt Payment may be made by the Company or Holdings or accepted by such Subordinated Creditor if, at the time of such payment:
